Lunai Bioworks Inc. 10-Q

Item 1. Financial Statements. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented. The results for the period ended March 31, 2025, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K/A for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission on February 19, 2025. 1 RENOVARO INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, June 30, 2025 2024 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 923,002 $ 220,467 Other receivable 964,389 — Investment in equity securities 710,281 — Insurance receivable 127,080 1,108,247 Prepaids and other assets 943,302 668,929 Total Current Assets 3,668,054 1,997,643 Property and equipment, net 393,119 482,121 OTHER ASSETS: Definite life intangible assets, net 16,172 30,043 Goodwill 112,642,272 159,330,161 Deposits and other assets 14,146 19,849 Operating lease right-of-use assets 992,357 1,269,633 Total Other Assets 113,664,947 160,649,686 TOTAL ASSETS $ 117,726,120 $ 163,129,450 LIABILITIES CURRENT LIABILITIES: Accounts payable – trade $ 11,726,058 $ 9,448,683 Accrued expenses 5,715,737 5,311,324 Other current liabilities 546,265 295,361 Contingent consideration liability 1,320,000 12,310,000 Convertible notes payable 245,000 245,000 Current portion of operating lease liabilities 547,683 493,553 Stock subscription payable 3,000,000 — Notes payable – related parties, net 5,740,897 2,205,996 Total Current Liabilities 28,841,640 30,309,917 NON-CURRENT LIABILITIES: Operating lease liabilities, net of current portion 497,629 842,389 Total Non-Current Liabilities 497,629 842,389 Total Liabilities 29,339,269 31,152,306 Commitments and Contingencies (Note 7) STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding — — Common Stock, par value $ 0.0001 , 350,000,000 shares authorized, 162,392,907 shares issued and outstanding at March 31, 2025, and 158,452,644 shares issued and outstanding at June 30, 2024 16,241 15,847 Additional paid-in capital 471,325,333 464,587,224 Accumulated deficit ( 383,730,334 ) ( 332,455,081 ) Accumulated other comprehensive income (loss) 775,611 ( 170,846 ) Total Stockholders’ Equity 88,386,851 131,977,144 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 117,726,120 $ 163,129,450 See accompanying notes to the unaudited condensed consolidated financial statements. 2 RENOVARO INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended For the Nine Months Ended March 31, March 31, 2025 2024 2025 2024 Operating Expenses General and administrative $ 4,224,590 $ 7,652,379 $ 13,878,963 $ 19,558,981 Research and development ( 94,073 ) 1,087,156 457,200 2,274,321 Goodwill impairment — — 47,614,729 — Intangible asset impairment — 42,611,000 — 42,611,000 Depreciation and amortization 31,975 30,305 96,469 90,727 Total Operating Expenses 4,162,492 51,380,840 62,047,361 64,535,029 LOSS FROM OPERATIONS ( 4,162,492 ) ( 51,380,840 ) ( 62,047,361 ) ( 64,535,029 ) Other Income (Expenses) Change in fair value of contingent consideration 4,330,000 ( 7,289,156 ) 10,990,000 ( 7,289,156 ) Change in fair value of equity securities 210,281 — 210,281 — Loss on extinguishment of debt — — — ( 120,018 ) Interest expense ( 188,685 ) ( 303,802 ) ( 537,656 ) ( 758,057 ) Interest and other income 72 ( 16,272 ) 109,483 8,041 Total Other Income (Expense) 4,351,668 ( 7,609,230 ) 10,772,108 ( 8,159,190 ) NET INCOME (LOSS) $ 189,176 $ ( 58,990,070 ) $ ( 51,275,253 ) $ ( 72,694,219 ) BASIC INCOME (LOSS PER SHARE) $ 0.00 $ ( 0.54 ) $ ( 0.32 ) $ ( 0.91 ) DILUTED INCOME (LOSS PER SHARE) $ 0.00 $ ( 0.54 ) $ ( 0.32 ) $ ( 0.91 ) WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC 162,334,574 109,249,637 161,377,448 79,754,095 WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - DILUTED 163,930,470 109,249,637 161,377,448 79,754,095 See accompanying notes to the unaudited condensed consolidated financial statements. 3 RENOVARO INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) For the Three Months Ended For the Nine Months Ended March 31, March 31, 2025 2024 2025 2024 Net Income (Loss) $ 189,176 $ ( 58,990,070 ) $ ( 51,275,253 ) $ ( 72,694,219 ) Other Comprehensive Income (Loss) Foreign Currency Translation, net of taxes 4,623,214 1,061,201 946,457 1,063,852 Comprehensive Income (Loss) $ 4,812,390 $ ( 57,928,869 ) $ ( 50,328,796 ) $ ( 71,630,367 ) See accompanying notes to the unaudited condensed consolidated financial statements. 4 RENOVARO INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) # of Series A Preferred Shares Series A Preferred Shares Amount # of common Shares Common Shares Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total June 30, 2023 — — 63,698,144 $ 6,371 $ 290,554,875 $ ( 244,029,253 ) $ ( 29,882 ) $ 46,502,111 Issuance of preferred stock and warrants in private placement 280,505 28 — — 1,999,972 — — 2,000,000 Issuance of preferred stock and warrants for conversion of Note Payable 280,505 28 — — 1,999,973 — — 2,000,001 Restricted shares issued for services rendered — — 2,000,000 200 4,469,800 — — 4,470,000 Stock-based compensation — — — — 983,829 — — 983,829 Net loss — — — — — ( 9,175,028 ) — ( 9,175,028 ) Foreign currency translation adjustment — — — — — — ( 34,601 ) ( 34,601 ) September 30, 2023 561,010 56 65,698,144 6,571 300,008,449 ( 253,204,281 ) ( 64,483 ) 46,746,312 Stock issued pursuant to warrants exercised — — 525,945 53 341,812 — — 341,865 Restricted shares issued for advisory services — — 1,000,000 100 ( 100 ) — — — Stock-based compensation — — — — 999,228 — — 999,228 Net loss — — — — — ( 4,529,121 ) — ( 4,529,121 ) Foreign currency translation adjustment — — — — — — 37,252 37,252 December 31, 2023 561,010 56 67,224,089 6,724 301,349,389 ( 257,733,402 ) ( 27,231 ) 43,595,536 Non-cash exercise of warrants — — 3,425,399 343 1,999,657 — — 2,000,000 Restricted shares issued for services rendered — — 50,000 5 99,995 — — 100,000 Issuance of common stock under private placement offering — — 344,827 34 999,966 — — 1,000,000 Issuance of common stock pursuant to acquisition of GEDi Cube (Note 12) — — 70,834,183 7,083 135,994,548 — — 136,001,631 Preferred stock converted to common stock pursuant to acquisition of GEDi Cube (Note 12) ( 561,010 ) ( 56 ) 5,610,100 561 ( 505 ) — — — Shares issuable for settlement of contingent consideration — — 3,425,399 343 7,775,313 — — 7,775,313 Stock-based compensation — — — — 1,861,601 — — 1,861,601 Net loss — — — — — ( 58,990,070 ) — ( 58,990,070 ) Foreign currency translation adjustment — — — — — — 1,061,201 1,061,201 March 31, 2024 — $ — 150,913,997 $ 15,093 $ 450,079,965 $ ( 316,723,472 ) $ 1,033,970 $ 134,405,556 5 # of Series A Preferred Shares Series A Preferred Shares Amount # of Shares Common Shares Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total June 30, 2024 — $ — 158,452,644 $ 15,847 $ 464,587,224 $ ( 332,455,081 ) $ ( 170,846 ) $ 131,977,144 Issuance of common stock under private placement offering — — 1,423,456 142 2,096,039 — — 2,096,181 Restricted shares issued for services rendered — — 2,000,000 200 1,399,800 — — 1,400,000 Forfeited shares of common stock — — ( 833,333 ) ( 83 ) 83 — — — Stock-based compensation — — — — 357,648 — — 357,648 Net loss — — — — — ( 44,212,035 ) — ( 44,212,035 ) Foreign currency translation adjustment — — — — — — 6,468,061 6,468,061 September 30, 2024 — — 161,042,767 16,106 468,440,794 ( 376,667,116 ) 6,297,215 98,086,999 Issuance of common stock under private placement offering — — 190,140 19 279,981 — — 280,000 Restricted shares issued for services rendered — — 660,000 66 393,334 — — 393,400 Restricted shares issued for executive compensation — — 250,000 25 137,475 — — 137,500 Stock-based compensation — — — — 558,631 — — 558,631 Net loss — — — — — ( 7,252,394 ) — ( 7,252,394 ) Foreign currency translation adjustment — — — — — — ( 10,144,818 ) ( 10,144,818 ) December 31, 2024 — $ — 162,142,907 $ 16,216 $ 469,810,215 $ ( 383,919,510 ) $ ( 3,847,603 ) $ 82,059,318 Restricted shares issued for executive compensation — — 250,000 25 15,919 — — 15,944 Stock-based compensation — — — — 1,499,199 — — 1,499,199 Net income — — — — — 189,176 — 189,176 Foreign currency translation adjustment — — — — — — 4,623,214 4,623,214 March 31, 2025 — $ — 162,392,907 $ 16,241 $ 471,325,333 $ ( 383,730,334 ) $ 775,611 $ 88,386,851 See accompanying notes to the unaudited condensed consolidated financial statements. 6 RENOVARO INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended March 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 51,275,253 ) $ ( 72,694,219 ) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: Depreciation and amortization 96,469 90,727 Loss on extinguishment of debt — 120,018 Change in value of contingent consideration ( 10,990,000 ) 7,289,156 Change in value of equity securities ( 210,281 ) — Stock-based compensation expense 2,415,478 3,844,658 Restricted shares for services rendered (including $153,444 of compensation expense) 1,946,844 4,570,000 Goodwill impairment 47,614,729 — Intangible asset impairment — 42,611,000 Amortization of discount of notes payable 32,024 494,809 Changes in assets and liabilities: Other receivables 986,870 — Prepaid expenses/deposits 744,557 798,741 Accounts payable 2,277,375 2,110,232 Accrued expenses 379,468 2,194,293 Other current liabilities ( 68,437 ) — Operating leases, net ( 13,354 ) 12,936 NET CASH USED IN OPERATING ACTIVITIES ( 6,063,511 ) ( 8,557,649 ) CASH FLOWS FROM INVESTING ACTIVITIES: Notes receivable prior to acquisition — ( 1,225,779 ) Investment in equity securities ( 1,464,389 ) — Cash received from acquisition — 65,851 Purchase of property and equipment — ( 46,878 ) NET CASH USED IN INVESTING ACTIVITIES ( 1,464,389 ) ( 1,206,806 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of promissory notes — 3,645,000 Repayment of finance agreement ( 699,588 ) ( 646,128 ) Proceeds from private placement 2,376,181 3,000,000 Stock subscription payable 3,000,000 — Proceeds from notes payable 3,527,822 1,710,000 Proceeds from exercise of warrants — 341,865 NET CASH PROVIDED BY FINANCING ACTIVITIES 8,204,415 8,050,737 Effect of exchange rates on cash 26,020 151,935 NET CHANGE IN CASH 702,535 ( 1,561,783 ) CASH, BEGINNING OF PERIOD 220,467 1,874,480 CASH, END OF PERIOD $ 923,002 $ 312,697 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 15,995 $ 12,692 SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES Finance agreement entered into in exchange for prepaid assets $ 1,018,930 $ 906,834 Conversion of note payable for issuance of preferred stock $ — $ 2,000,001 Common shares issued upon acquisition $ — $ 136,001,631 Contingent consideration issued upon acquisition $ — $ 20,557,500 Earn out shares issued in settlement of contingent liability $ — $ 7,775,656 Note payable settled through non-cash exercise of warrants $ — $ 2,000,000 Debt discount related to convertible promissory notes $ 24,954 $ — Debt discount related to notes payable $ — $ 301,841 Cancellation of restricted stock awards $ 83 $ — See accompanying notes to the unaudited condensed consolidated financial statements. 7 RENOVARO INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business – On February 13, 2024, the Company changed its corporate name from Renovaro Biosciences Inc. to Renovaro Inc. (“Renovaro”, and together with its subsidiaries, the “Company”, “we” or “us”). Renovaro Inc. operates through two subsidiaries, Renovaro Biosciences and Renovaro Cube. Renovaro Cube refers to Renovaro Cube Intl Ltd. (formerly known as GediCube Intl. Ltd.) and its wholly owned subsidiaries GediCube, B.V. and Grace Systems B.V., which were acquired on February 13, 2024. Renovaro Biosciences is a biotechnology company intending to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) infections. Renovaro Cube is an AI-driven healthcare technology company focusing on the earliest possible detection of cancer and its recurrence. Renovaro Cube has developed a proprietary AI platform that analyzes genetics using Explainable AI to provide earlier and more accurate cancer diagnosis. Basis of Presentation – The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2025, and 2024 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2024 audited financial statements. The results of operations for the period ended March 31, 2025 are not necessarily indicative of the operating results for the full year. Consolidation – For the three and nine months ended March 31, 2025, and 2024, the condensed consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All material inter-company transactions and accounts have been eliminated in the consolidation. Accounting Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value of assets acquired in a business acquisition, contingent consideration, and equity instruments issued for goods or services. Loss Per Share –Basic earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of Common Stock. Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised and shares issuable upon conversion of convertible preferred stock and convertible notes. Because of the net loss for the nine months ended March 31, 2025, and 2024, the dilutive shares for all periods were excluded from the Diluted EPS calculation as the effect of these potential shares of Common Stock is anti-dilutive. The Company had 12,850,390 and 9,522,967 potential shares of Common Stock excluded from the Diluted EPS calculation as of March 31, 2025, and 2024, respectively. 8 Functional Currency & Foreign Currency Translation – The functional currency of Renovaro Biosciences Denmark ApS is the Danish Kroner (“DKK”) and the functional currency of Renovaro Cube is the Euro (“EUR”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods ended March 31, 2025, and 2024. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred. Investment in Equity Securities – The Company accounts for investments in equity securities in accordance with ASC 321, Investments—Equity Securities. Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in net income or loss. Equity securities without readily determinable fair values are measured at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company evaluates such investments at each reporting period for impairment or other observable transactions that would require adjustment. On February 28, 2025, the Company purchased $ 500,000 of equity securities. During the period ended March 31, 2025, the Company recorded a change in fair value of equity securities for $ 210,281 (see note 3). The investment in equity securities balance at March 31, 2025, was $ 710,281 . Recently Adopted Accounting Pronouncements – In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU on July 1, 2024. The adoption of this ASU had no impact on the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements. NOTE 2 — GOING CONCERN The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. The Company incurred a net income (loss) of $ 189,176 and $( 51,275,253 ) for the three and nine months ended March 31, 2025, respectively. As of March 31, 2025, the Company had cash and cash equivalents of $ 923,002 and an accumulated deficit of $ 383,730,334 and a working capital deficit of $ 25,173,586 . These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. 9 Management has reduced overhead and administrative costs by streamlining the organization to focus around the development and validation of its AI-driven cancer diagnostics platform. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us. Funding that we may receive during the fiscal year 2025 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization of our products, to conduct the clinical and regulatory work to develop our product candidates, and to begin building working capital reserves. NOTE 3 — FAIR VALUE MEASUREMENTS The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no Level 2 and 3 assets, or any Level 1 or 2 liabilities as of March 31, 2025. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, lease obligations and notes payable approximate their recorded values due to their short-term maturities. Level 1 assets held as of March 31, 2025, consisted of an investment in equity securities related to an extension agreement entered on February 28, 2024 . The Company purchased 467,290 shares of common stock at a purchase price of $1.07 per share. The investment in equity securities was recorded at a fair value of $500,000 at the time of purchase and is subsequently remeasured to fair value at the end of each reporting period. As of March 31, 2025, the Company held 467,290 shares of common stock in connection with the investment in equity securities. Level 3 liabilities held as of March 31, 2025, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro Cube, (the “Acquisition”). As consideration for the Acquisition, the stockholders of Renovaro Cube received (i) 70,834,183 shares of Common Stock, and (ii) the right to receive up to 11,899,545 contingent shares pro rata upon the exercise of convertible notes, options, and warrants, which were outstanding at closing. The contingent consideration liability was recorded at fair value of $20,557,500 at the time of the Acquisition and is subsequently remeasured to fair value at the end of each reporting period. As of March 31, 2025, there were 2,775,650 contingent shares issuable in connection with the Acquisition. 10 The Company’s assets and liabilities measured at fair value on recurring bases as of March 31, 2025 were as follows: Schedule of assets and liabilities measured at fair value on recurring bases Fair Value Measurements at Reporting Date Using Level 1 Level 2 Level 3 Assets: Investment in equity securities 710,281 — — Total assets at fair value $ 710,281 — $ — Liabilities: — Contingent consideration — — 1,320,000 Total liabilities at fair value $ — — $ 1,320,000 The fair value of the contingent consideration liability is estimated using a Black-Scholes option-pricing model and a Monte-Carlo option pricing model. The key inputs to the model are all contractual or observable with the exception being volatility, which is computed based on the volatility of the Company’s underlying stock. The key inputs to valuing the contingent consideration liability as of March 31, 2025, were: Schedule of contingent consideration liability Stock Price $ 0.54 Exercise Price $ 0.46 - $ 8.23 Volatility 123.1 % - 157.4 % Risk Free Rate 3.82 % - 4.09 % Expected Dividends 0 % Expected Term (years) 2.91 – 8.75 The following table sets forth the Level 3 liability at March 31, 2025, which is recorded on the consolidated balance sheet at fair value on a recurring basis. As required, this liability is classified based on the lowest level of input that is significant to the fair value measurement. The roll forward of contingent consideration liability is as follows: Schedule of contingent consideration liability Balance June 30, 2024 $ 12,310,000 — Fair value adjustment ( 10,990,000 ) Fair Value at March 31, 2025 $ 1,320,000 NOTE 4 — INTANGIBLE ASSETS AND GOODWILL On February 13, 2024, the Company acquired Renovaro Cube as a wholly owned subsidiary pursuant to a stock purchase agreement. As part of the acquisition of Renovaro Cube, the Company acquired goodwill valued at $ 159,464,039 . Impairment – During the nine months ended March 31, 2025, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the decline in the estimated fair value of the reporting unit based on the Company’s market capitalization. Management concluded the significant driver for the change in the economic benefits was due to the Company’s continued inability to raise capital for the further development of the technologies within this reporting unit. Therefore, an impairment adjustment of $ 47,614,729 was recorded for the period ended March 31, 2025. 11 At March 31, 2025 and June 30, 2024, definite-life and indefinite-life intangible assets consisted of the following: Schedule of definite-life and indefinite-life intangible assets Useful Life June 30, 2024 Additions Amortization Impairment Translation Adjustment March 31, 2025 Definite Life Intangible Assets Patents 20 Years $ 284,977 $ — $ — $ — $ 2,103 $ 287,080 Less Accumulated Amortization ( 254,934 ) — ( 7,326 ) — ( 8,648 ) ( 270,908 ) Net Definite-Life Intangible Assets $ 30,043 $ — $ ( 7,326 ) $ — $ ( 6,545 ) $ 16,172 Goodwill Goodwill 159,330,161 — — ( 47,614,729 ) 926,840 112,642,272 Total Goodwill $ 159,330,161 $ — $ — $ ( 47,614,729 ) $ 926,840 $ 112,642,272 Expected future amortization expense is as follows: Schedule of expected future amortization expense Years ended June 30, 2025 $ 4,043 2026 4,043 2027 4,043 2028 4,043 Total $ 16,172 NOTE 5 — DEBT Convertible Notes Payable — The January 2024 Note — On January 12, 2024, the Company entered into Subscription Agreements with an investor to issue a Convertible Promissory Note for an aggregate principal amount of $ 125,000 (the “January 2024 Note”). The Company received a total of $ 125,000 in gross proceeds. The January 2024 Note bears an interest rate of 12 % per annum and matured on December 29, 2024. The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the issue date prior to the maturity of the January 2024 Note. The January 2024 Note is convertible either at the option of the holder or automatically upon maturity into shares of the Company’s Common Stock at the Note Conversion Price of $ 3.38 . December 2023 Notes — On December 20, 2023, the Company entered into Subscription Agreements to purchase Convertible Promissory Notes for an aggregate principal amount of $ 120,000 (the “December 2023 Notes”). The Company received a total of $120,000 from the private placement between December 2023 and January 2024. The December 2023 Notes bear an interest rate of 12 % per annum and matured one year after their respective dates of issuance (the “Maturity Date”). The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the issue date prior to the maturity of the December 2023 Notes. Notwithstanding the immediately foregoing, at the option of the holder, interest may accrue on the December Notes on a quarterly basis. The December 2023 Notes are convertible into shares of the Company’s Common Stock in whole or in part at any time and from time to time, after the original issue date and prior to the Maturity Date, at a conversion price of $3.38 per share. The January 2024 Note and December 2023 Notes balance at March 31, 2025 was $ 245,000 . 12 Notes Payable — Bridge Loans — From October 21, 2024 to January 24, 2025, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue Promissory Notes for the principal amount of $ 2,650,000 . The Company received $ 2,650,000 in gross proceeds. The notes bear an interest rate of 10 % per annum and mature from December 31, 2024 to December 31, 2025. Approximately $700,000 matured on December 31, 2024 , $ 900,000 matured on December 31, 2025 and $ 1,050,000 matured on January 31, 2025. On February 24, 2025, Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. The note balance at March 31, 2025, was $ 2,650,000 with Paseco ApS and Laksya Ventures Inc. each holding $ 1,325,000 . From November 12, 2024 to December 3, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue Promissory Notes for the principal amount of €500,000. The note bears an interest rate of 10 % per annum and matures on December 1, 2025 . During the period ended March 31, 2025 approximately € 50,000 was reclassed to accounts payable. On February 24, 2025 Paseco ApS assigned 50 % of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. The note balance at March 31, 2025 was approximately $ 490,000 with Paseco ApS and Laksya Ventures Inc. each holding $ 245,000 . On November 1, 2024, Renovaro Cube entered into an agreement with Yalla Yalla Limited, an investor to issue a Promissory Note for the amount of approximately € 230,000 . The note bears an interest rate of 10 % per annum and matured on February 24, 2025 . The note balance at March 31, 2025 was approximately $ 238,000 . On September 16, 2024, the Company entered into an agreement with RS Bio ApS, a Danish entity controlled by a shareholder (“RS Bio”), to issue a Promissory Note for the principal amount of $ 100,000 (the “September 2024 Note”). The Company received $ 100,000 in gross proceeds. The note bears an interest rate of 12 % per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. The note balance at March 31, 2025 was $ 100,000 . On September 6, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue a Promissory Note for the principal amount of € 50,000 . The note bears an interest rate of 12 % per annum and matures on September 9, 2025 . On February 24, 2025 Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. The note balance at March 31, 2025 was approximately $ 57,000 with Paseco ApS and Laksya Ventures Inc. each holding $28,500. On February 5, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $ 105,263 (the “February 2024 Note”). The Company received $ 100,000 in gross proceeds after taking into account the 5 % original issue discount. The note bears an interest rate of 12 % per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. The note balance, net of discount at March 31, 2025 was $ 105,263 . On January 2, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $ 526,315 . The Company received a total of $ 500,000 in gross proceeds after taking into account the 5% original issue discount. The note bears an interest rate of 12 % per annum and matured on December 31, 2024 . On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. The note balance, net of discount at March 31, 2025 was $ 526,315 . On November 3, 2023, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Promissory Note for the principal amount of $ 1,000,000 . The Company received a total of $ 950,000 in gross proceeds after taking into account the 5 % original issue discount. The discount of $50,000 will be accreted over the life of the note. The note bears an interest rate of 12 % per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. The note balance, net of discount at March 31, 2025 was $ 750,000 . 13 Promissory Note — On March 30, 2020 (the “Issuance Date”), the Company issued a Promissory Note in the principal amount of $ 5,000,000 (the “Promissory Note”) to Paseco ApS. There have been eight amendments to the Promissory Note since the issuance date, the most recent of which is dated August 1, 2024. The principal amount of the Promissory Note, as amended, was payable on November 1, 2024 (the “Maturity Date”). The Promissory Note, as amended, bears interest at a fixed rate of 12 % per annum. On February 24, 2025 Paseco ApS assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. The Promissory Note balance at March 31, 2025 is $ 831,497 . The Company’s obligations under the Promissory Note, November 2023 Note, January 2024 Note, February 2024 Note and the September 2024 Note are secured by a Security Agreement. To secure the Company’s obligations under the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) for the benefit of Paseco ApS. Upon an Event of Default (as defined in the notes, respectively) Paseco ApS may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease, or dispose of the Collateral. NOTE 6 — STOCKHOLDERS’ EQUITY Purchase Agreement with Lincoln Park Capital On June 20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 20,000,000 of shares of Common Stock over the 36-month term of the 2023 Purchase Agreement. Concurrently with entering into the 2023 Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2023 Purchase Agreement. In consideration for entering into the 2023 Purchase Agreement, the Company issued 696,021 shares of Common Stock to Lincoln Park as a commitment fee on June 20, 2023. During the quarter ended March 31, 2025 and 2024, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement. Common Stock Issuances On June 14, 2024, Renovaro Inc., a Delaware corporation (the “ Company ”) closed a private placement of 5,315,215 of the Company’s units, each such Unit consisting of (i) one share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase one-tenth of a share of Common Stock, with certain investors (the “June 2024 Private Placement”). Related to the June 2024 Private Placement, ranging from July 3, 2024, to October 10, 2024, the Company sold 1,613,596 Units at a price per Unit equal to $ 1.4726 to a certain investor who paid in cash an aggregate amount of $ 2,376,181 in consideration of the Units. On August 1, 2024, the Company issued 2,000,000 shares of Common Stock for consulting services valued at $ 1,400,000 . On October 14, 2024, the Company issued 250,000 shares of Common Stock to its Chief Executive Officer valued at $ 137,500 . On October 14, 2024, the Company issued 500,000 shares of Common Stock for consulting services valued at $ 275,000 . On October 17, 2024, the Company issued 160,000 shares of Common Stock for consulting services valued at $ 118,400 . 14 On January 21, 2025, the Company issued 250,000 shares of Common Stock to its Chief Executive Officer of Renovaro Cube valued at $ 177,500 . Beginning February 24, 2025, the Company entered into a public equity offering. (see Note 7 – Commitment and Contingencies). Stock-based Compensation The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2025: Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted Renovaro Inc. Expected term (in years) 5.5 - 7.5 Volatility 109.45 % - 118.99 % Risk free interest rate 3.86 % - 4.40 % Dividend yield 0 % On August 23, 2024, Avram Miller, a former member of the Company’s board of directors (the “Board of Directors”), forfeited 833,333 shares of Common Stock from the original 1,000,000 shares of Common Stock for advisory services originally granted to him on October 11, 2023. As consideration for such forfeiture, the Company granted to Mr. Miller, an option to purchase 978,261 shares of Common Stock of the Company with a per-share exercise price of, $ 0.69 . The Company determined that this transaction represented a modification of the original award. The Company measured the fair value of the options issued as compared to the fair value of the original issuance and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of the Common Stock. Therefore, the Company will recognize the remaining fair value of the original award over the remaining vesting period, which is one year. The Company recognized stock-based compensation expense of $ 847,082 related to the vesting of the stocks options during the period ended March 31, 2025. At March 31, 2025, the Company had $ 497,761 of unrecognized compensation cost related to the options which vest at August 23, 2025. On October 14, 2024, the Company issued 1,600,000 stock options to its Chief Executive Officer. The options had a fair value of $ 731,200 , fully vest on January 1, 2027 and expire on October 14, 2034 . On November 4, 2024, the Company issued 362,904 stock options to its board of directors. The options had a fair value of $ 190,525 on the grant date, fully vest on October 14, 2025 and expire on November 4, 2034 . On November 4, 2024, the Company issued 58,500 stock options to its former interim Chief Financial Officer. The options had a fair value of $ 31,005 on the grant date, fully vest on January 6, 2025 and expire on November 4, 2034. Subsequently, during the period ended March 31, 2025, pursuant to the Company’s executive officer compensation claw back policy, the board of directors directed the Company to claw back and cancel the 58,500 options which were issued on November 4, 2024. On January 21, 2025, the Company issued 250,000 stock options to the Chief Financial Officer of Renovaro Cube. The options had a fair value of $ 151,750 on the grant date, fully vest on January 6, 2027, and expire on January 21, 2035 . On January 21, 2025, the Company issued 1,000,000 stock options to its board of directors. The options had a fair value of $ 593,000 on the grant date, fully vest on December 30, 2029, and expire on January 21, 2035 . 15 In total, the Company recognized stock-based compensation expense related to options of $ 263,631 and $ 1,179,940 for the three and nine months ended March 31, 2025, respectively. The Company recognized stock-based compensation expense related to options of $ 1,326,592 and $ 2,775,793 for the three and nine months ended March 31, 2024, respectively. At March 31, 2025, the Company had approximately $ 1,338,933 of unrecognized compensation cost related to non-vested options. Warrants The Company recognizes compensation costs for warrants non-employees based on their grant-date fair value. The value of each warrant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the warrants granted using the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2025: Schedule of Black-Scholes option-pricing model Renovaro Inc. Expected term (in years) 0.50 Volatility 162.35 % Risk free interest rate 4.40 % Dividend yield 0 % On February 24, 2025, the Company issued 3,175,000 warrants to Paseco ApS. The company recognized stock-based compensation related to warrants of $1,235,538 in the period ended March 31, 2025. At March 31, 2025, the Company had zero unrecognized compensation cost related to non-vested warrants. NOTE 7 — COMMITMENTS AND CONTINGENCIES Commitments On January 31, 2020, the Company entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company, G Tech Bio, LLC, a California limited liability company (“G Tech”), and G Health Research Foundation, a not-for-profit entity organized under the laws of California doing business as Seraph Research Institute (“SRI”) (collectively the “Licensors”), whereby the Company acquired a perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections. The HBV License Agreement states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Treatment over a 24-month period, and provides for an up-front payment of $ 1.2 million within 7 days of January 31, 2020, along with additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the HBV License Agreement, in each case subject to the terms of the HBV License Agreement. Additionally, the HBV License Agreement provides for cooperation related to the development of intellectual property related to the Treatment and for a 2 % royalty to G Tech on any net sales that may occur under the HBV License. On February 6, 2020, the Company paid the $ 1.2 million up-front payment. The HBV License Agreement contains customary representations, warranties, and covenants of the parties with respect to the development of the Treatment and the HBV License. The cash funding for research costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $144,500 that covered scientific staffing resources to complete the project as well as periodic payments for materials and equipment needed to complete the project. There were no payments made after January 31, 2022. The Company paid zero under the HBV License Agreement during the quarters ending March 31, 2025, and 2024. The Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies sub-section below). On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “License Development Agreement”), by and among the Company, G Tech and SRI (collectively, the “Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to research, develop, and commercialize certain formulations which were aimed at preventing and treating pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza (the “Prevention and Treatment”). The Development License Agreement was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019. The Development License Agreement states that in consideration for the Development License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Prevention and Treatment over a 24-month period. Additionally, the Development License Agreement provides for an up-front payment of $ 10,000,000 and a $ 760,000 payment for expenditures to date prior to the effective date related to research towards the Prevention and Treatment within 60 days of April 18, 2021. The Development License Agreement provides for additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the Development License Agreement, in each case subject to the terms of the Development License Agreement. 16 The Development License Agreement provides for (i) cooperation related to the development of intellectual property related to the Prevention and Treatment and (ii) a 3% royalty to G Tech on any net sales that may occur under the Development License Agreement. The Company is no longer pursuing any product candidates that relate to this license. The Company has filed a claim against the Licensors to recover all monies it paid related to this license (see Contingencies below). On August 25, 2021, the Company entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”) with Serhat Gümrükcü and SRI (collectively, the “Licensors”) whereby the Licensors granted the Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to sublicense, proprietary technology subject to a U.S. patent application, to make, use, offer to sell, sell or import products for use solely for the prevention, treatment, amelioration of or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans; provided the Licensors retained the right to conduct HIV research in the field. Pursuant to the ALC License Agreement, the Company granted a non-exclusive license back to the Licensors, under any patents or other intellectual property owned or controlled by the Company, to the extent arising from the ALC License, to make, use, offer to sell, sell or import products for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities and (ii) any other diseases or conditions outside the HIV Field. The Company made an initial payment to SRI of $ 600,000 and agreed to fund future HIV research conducted by the Licensors, as mutually agreed to by the parties. On September 10, 2021, pursuant to the ALC License Agreement, the Company paid the initial payment of $ 600,000 . G Tech and SRI are controlled by Anderson Wittekind, a stockholder of the Company. Service Agreements – The Company maintains employment agreements with certain senior staff in the ordinary course of business. Contingencies Securities Class Action Litigation. On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the “Manici Action”) and together, the “Securities Class Action Litigation”) were filed by purported stockholders of the Company in the United States District Court for the Central District of California against the Company and certain of the Company’s current and former officers and directors. The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects. The complaints seek unspecified damages, interest, fees, and costs. On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice, but the Chow action remains pending. On October 22, 2023, the Court appointed a lead plaintiff in the Chow Action. The lead plaintiff filed an amended complaint on December 15, 2023. The Company filed a motion to dismiss the amended complaint on March 15, 2024. The Court denied the Company’s motion to dismiss on June 28, 2024. A mediation was held on September 17, 2024, after which the parties signed a stipulation of settlement, dated November 8, 2024. The plaintiff filed their motion for preliminary approval of the settlement on December 9, 2024. On December 18, 2024, the Company filed a notice of non-opposition to the motion for preliminary approval of the settlement. On January 7, 2025, the Court took the plaintiff’s motion for preliminary approval of the settlement under consideration without oral argument. Federal Derivative Litigation. On September 22, 2022, Samuel E. Koenig filed a shareholder derivative action in the United States District Court for the Central District of California (the “Koenig Matter”). On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States District Court for the District of Delaware (the “Solak Matter”). Both derivative actions recite similar underlying facts as those alleged in the Securities Class Action Litigation. The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s former directors as defendants. The actions also name the Company as a nominal defendant. The actions allege violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement. Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement, restitution, and other costs and expenses. On January 24, 2023, the United States District Court for the Central District of California stayed the Koenig Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. On April 4, 2023, the United States District Court for the District of Delaware stayed the Solak Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. On June 28, 2024, 17 the United States District Court for the Central District of California denied the defendants’ motion to dismiss the Securities Class Action Litigation. The Koenig Matter is currently stayed and the parties’ deadline to file a joint status report is July 11, 2025. On April 30, 2025, the court stayed the Solak Matter for ninety (90) days and the deadline for the parties to file a joint status report or further stay of the action is July 29, 2025. The defendants have not yet responded to the Koenig or Solak complaints. The Company intends to contest these matters but expresses no opinion as to the likelihood of favorable outcomes. Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date. State Derivative Litigation. On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting similar underlying facts as those alleged in the Securities Class Action Litigation (the “Midler Matter”). The action, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants. The action also names the Company as a nominal defendant. The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement. Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses. On January 20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. On June 28, 2024, the United States District Court for the Central District of California denied the defendants’ motion to dismiss the Securities Class Action Litigation. On April 29, 2025, the court stayed the Midler Matter for ninety (90) days. The parties’ deadline to file a joint status report in the Midler action is July 28, 2025. The defendants have not yet responded to the complaint. The Company intends to contest this matter but expresses no opinion as to the likelihood of a favorable outcome. Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date. On October 21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech Bio, SG & AW Holdings, LLC, and SRI (collectively, the “Defendants”). The Complaint alleges that the Defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the Defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims, as well as a motion to strike. On September 6, 2023, the court denied in part and granted in part the pending motions. On December 4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint. In the Cross-Complaint, G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter alia , a declaration that the Framework Agreement, effective as of November 15, 2019, the Statement of Work & License Agreement, effective as of January 31, 2020, and the Statement of Work and License Agreement for Influenza and Coronavirus Indications, effective as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements. Trial was scheduled to begin on March 3, 2025. On November 14, 2024, the court vacated the March 3, 2025 trial date and set a trial setting conference for May 1, 2025. At the May 1, 2025 trial setting conference, the court reset the trial to begin on November 30, 2026. Discovery remains ongoing. The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend against them while pursuing its claims against the Defendants. On March 1, 2021, the Company’s former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S. District Court for the District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers. In the Complaint, Mr. Wolfe and Crossfield, Inc. asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive damages. The allegations in the Complaint relate to an earlier action filed by the Company and Renovaro Biosciences Denmark ApS in the Vermont Superior Court, Orange Civil Division. On March 3, 2022, the court partially granted the Company’s motion to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen, the Company’s former Chief Executive Officer and former member of the Board of Directors, respectively. On November 29, 2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution. On August 24, 2023, the court denied the motion for summary judgment. 18 On or about April 16, 2025, the parties entered into a confidential settlement agreement. The confidential settlement agreement requires certain events to occur within 45 days and 60 days and, accordingly, the court has entered a 65-day dismissal nisi. Unless a party moves to reopen within the 65-day period, the action will be dismissed with prejudice. On June 7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”) (collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware. In the Verified Complaint, Plaintiffs alleged that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS (the “Investor Rights Agreement”). According to the Verified Complaint, the Investor Rights Agreement required the Company to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement. Plaintiffs alleged that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements filed by the Company on July 13, 2020 and February 11, 2022. The Company moved to dismiss the Verified Complaint on September 15, 2023. On December 4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”). In the FAC, Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference with a contract, and several other torts. Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain declaratory relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees. The Company filed a motion to dismiss the FAC on December 18, 2023 and the court held a hearing on November 15, 2024. At the hearing, the court dismissed (1) all claims brought on behalf of Wittekind and the Trusts, (2) the fraudulent concealment claim against the Company and others (without prejudice), and (3) the breach of contract claim against the Company related to a registration statement that was not filed in 2023. At the hearing, the court also found that punitive damages were not available to Plaintiffs. The court took the remaining issues briefed on the Company’s motion to dismiss under advisement. On February 26, 2025, the court ruled on the balance of the claims against the Company and (1) denied the Company’s motion to dismiss Weird Science’s breach of contract claims related to registration statements filed in 2020 and 2022; (2) dismissed the fraudulent inducement claim as time barred; and (3) dismissed the declaratory judgment claim. The Company denies Plaintiffs’ allegations and remaining claims and intends to vigorously defend against these claims. On August 24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”). The Demand seeks the Company’s books and records in connection with various issues identified in the Demand. The Company takes its obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those obligations. On January 19, 2024, Weird Science and Wittekind sent the Board of Directors a letter demanding it take corrective actions with respect to twenty-one issues identified therein. On February 27, 2024, Weird Science and Wittekind sent the Board of Directors a supplemental letter that expanded their demand for corrective actions to twenty-six issues. In response to these demand letters, the Board of Directors initially formed a Special Committee (“Special Committee”) of independent directors on February 29, 2024. The Special Committee retained Stradling Yocca Carlson & Rauth LLP as its counsel to investigate the issues identified in the demand letters. The Special Committee’s investigation is ongoing. On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against certain officers, directors, and investors of the Company, as well as other defendants, in connection with, inter alia , Weird Science and Wittekind’s demand for corrective action. Plaintiffs filed an amended complaint on June 21, 2024. The First Amended Verified Stockholder Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a) and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934. The Derivative Complaint also includes claims of breach of fiduciary duty, corporate waste, unjust enrichment, and contribution/indemnification. Weird Science and Wittekind seek unspecified compensatory, exemplary, and punitive damages and certain injunctive relief. The Derivative Complaint names the Company as a nominal defendant. On July 19, 2024, certain of the director defendants, who had agreed to waive service of the summons and Derivative Complaint, filed a motion to dismiss the Derivative Complaint on a variety of procedural and substantive grounds. A hearing on the motion dismiss was held on October 3, 2024 and the court subsequently took the motion under submission. On October 22, 2024, the plaintiffs filed a notice of certain subsequent events that they allege relate to their pending motion to dismiss. On October 29, 2024, the court granted the director defendants’ motion to dismiss and dismissed the Derivative Complaint without prejudice, but also without leave to amend. 19 On November 27, 2024, Weird Science and Wittekind filed a notice of appeal of the court’s decision granting the director defendants’ motion to dismiss. The appeal remains pending. On June 21, 2024, the Company filed suit against Weird Science, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the Company and two companies closely associated with Gumrukcu. In the complaint, the Company alleges that Gumrukcu and others deliberately and fraudulently concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement, which resulted in the defendants receiving shares and compensation. The Company asserts claims for fraudulent concealment, equitable fraud, unjust enrichment, and civil conspiracy and seeks, inter alia , equitable relief, including, but not limited to, return to the Company any shares received in connection with the merger, and damages. On October 1, 2024, the defendants moved to dismiss the complaint and a hearing has been scheduled for June 25, 2025. Equity Contingencies Between February 24, 2025 and March 25, 2025, the Company received gross proceeds of $ 3,000,000 from an investor participating in the equity offering of up to $15,000,000 made to a group of investors whereby each investor is to receive one Common Stock and one Warrant for every dollar invested. As of March 31, 2025, the equity offering had not yet closed. Pursuant to the terms of the offering, the investors retain the right to require the return of their funds in the event the offering does not close. Because the closing of the offering has not occurred yet as of March 31, 2025, and the return of proceeds remains within the control of the investor, the Company has classified the $ 3,000,000 as a liability on its condensed consolidated balance sheet as of March 31, 2025. The Company will reassess the classification of this amount in future periods based on the status of the offering and any changes to the related rights or obligations. NOTE 8 — RELATED PARTY TRANSACTIONS As of March 31, 2025, the Company has accrued $ 384,949 of compensation related expenses for the Company’s former Chief Executive Officer, Mark Dybul, related to budget constraints. On August 23, 2024, Avram Miller, a former member of the Board of Directors, forfeited 833,333 shares of Common Stock from the original 1,000,000 shares of Common Stock for advisory services originally granted to him on October 11, 2023. As consideration for such forfeiture, the Company granted to Mr. Miller, an option to purchase 978,261 shares of Common Stock of the Company with a per-share exercise price of $ 0.69 . The Company determined that this transaction represented a modification of the original award. The Company measured the fair value of the options issued as compared to the fair value of the original issuance and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of the Common Stock. Therefore, the Company will recognize the remaining fair value of the original award over the remaining vesting period, which is one year. The Company recognized stock-based compensation expense of $ 847,082 related to the vesting of the stocks options during the period ended March 31, 2025. At March 31, 2025, the Company had $ 497,761 of unrecognized compensation cost related to the options which vest at August 23, 2025. NOTE 9 — SEGMENT REPORTING For the period ending March 31, 2025, the Company had two reportable segments. These segments have different strategic and economic goals and are managed separately because they require different technology and marketing strategies. Reportable Segment Description RENB (United States) Developing new immunotherapies to combat cancer RENC (Netherlands) Developing a predicative artificial intelligence based diagnostic methodology for the use of earlier cancer detection The Company’s chief executive officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly. During the period ending March 31, 2025, there were no significant inter-company revenues or expenses. The chief operating decision maker assesses performance for each segment and decides how to allocate resources based on segment operating losses that also is reported on the consolidated statement of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of each segment are the same as those described in the summary of significant accounting policies. Schedule of segment operating loss and asset information Operating loss Assets United States $ 12,230,368 $ 4,506,640 Netherlands 49,816,993 113,219,480 $ 62,047,361 $ 117,726,120 The chief operating decision maker uses loss from operations to evaluate the performance of each segment’s assets in deciding how to allocate available capital between segments. The chief operating decision maker also uses loss from operations in their competitive analysis by benchmarking the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing the performance of the segment. 20 Information regarding each reportable segment for the three months ended March 31, 2025, is as follows: Schedule of information regarding segment reporting RENB RENC Total General and administrative $ 3,560,642 $ 663,948 $ 4,224,590 Research and development ( 94,073 ) — ( 94,073 ) Goodwill impairment — — — Depreciation and amortization 30,497 1,478 31,975 Segment operating loss $ 3,497,066 $ 665,426 $ 4,162,492 Information regarding each reportable segment for the nine months ended March 31, 2025, is as follows: RENB RENC Total General and administrative $ 11,690,043 $ 2,188,920 $ 13,878,963 Research and development 448,697 8,503 457,200 Goodwill impairment — 47,614,729 47,614,729 Depreciation and amortization 91,628 4,841 96,469 Segment operating loss $ 12,230,368 $ 49,816,993 $ 62,047,361 Geographic information: RENB and RENC are managed on a worldwide basis but operate in offices located in the United Stated and the Netherlands, respectively. The geographic information analyses the Company’s operations and assets based on the country in which each segment operates. In presenting this geographic information, segment operating results have been based on the geographic location in which the services were provided to the segment and segment assets were based on the geographic location of the assets. NOTE 10 — ACQUISITION On September 28, 2023, the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“ GEDi Cube ”) to acquire 100% of the equity interests of GEDi Cube from its equity holders (the “ Sellers ”). On September 28, 2023, the Board of Directors of the Company, and the board of managers of GEDi Cube unanimously approved the Purchase Agreement and on January 25, 2024, the shareholders of the Company approved the issuance of the shares of Common Stock pursuant to the Purchase Agreement. On February 13, 2024 (the “Closing Date”), the Company consummated the acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively, the “Transaction”). As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company. Pursuant to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of GEDi Cube owned by the Sellers as of the Closing Date (each, a “GEDi Cube Share” and, collectively, the “GEDi Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the Closing Date (minus (a) 1 million shares of Common Stock previously issued to a consultant assisting with the Transaction and (b) 1 million shares of Common Stock previously issued to Avram Miller, a director of the Company, pursuant to his Advisory Agreement, dated October 11, 2023, by and between Mr. Miller and the Company) (the “Closing Consideration”) plus 5,610,100 shares of Common Stock representing the Seller’s Earnout Shares (defined below) resulting from the automatic conversion of the Company’s Series A Convertible Preferred and, (ii) following the Closing Date, such Seller’s pro rata percentage of the shares of Common Stock (the “Earnout Shares” and, together with the Closing Consideration, the “Exchange Consideration”) to be issued to the Sellers upon the exercise or conversion of any of the Company’s derivative securities (subject to certain exceptions) that are outstanding at the Closing Date (the “Closing Derivative Securities”). Each Seller’s pro rata percentage of the Exchange Consideration is equal to the ratio of the aggregate number of GEDi Cube Shares owned by such Seller divided by the aggregate number of GEDi Cube Shares issued and outstanding, in each case, as of the Closing Date. 21 The transaction was accounted for in accordance with the provisions of ASC 805-10 - Business Combinations . As a result of the issuance of the Closing Consideration on the Closing Date and based on the number of shares of Common Stock outstanding as of the Closing Date, the Sellers held approximately 49% of the issued and outstanding shares of Common Stock immediately following the closing of the Transaction and the conversion of the Series A Convertible Preferred Stock. The assets acquired and liabilities assumed were initially recognized provisionally in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The fair values as of the acquisition date are based on information that existed as of the acquisition date. The Company completed its accounting for this acquisition during the period ended June 30, 2024. As a result of the completion of the Company’s analysis, the amount of provisional in-process research and development was determined to have a value of nil. Accordingly, the amount of goodwill recognized was increased to include the previously recognized provisional amount of in-process research and development. There was no impact to the Company’s consolidated statement of operations as a result of this change to the provisional allocation. The acquisition-date fair value of the consideration transferred totaled approximately $ 156.6 million, which consisted of the following: Schedule of acquisition date fair value Common stock $ 136,001,631 Contingent consideration 20,557,500 Total consideration transferred $ 156,559,131 The fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common stock as of the Acquisition Date. The fair value of the contingent consideration was based on the Sellers’ right to receive additional shares of common, pro rata, upon the exercise or conversion of warrants, options and convertible notes payables outstanding as of the Closing Date. The following table details the provisional fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of fair value of assets acquired and liabilities assumed Cash $ 65,851 Prepaid & Other Assets 151,544 Fixed Assets 16,243 Operating lease ROU 624,366 Total Assets Acquired: 858,004 Accounts Payable 583,577 Accrued Expenses 722,509 Operating Lease liability 624,367 Notes Payable 1,832,460 Total Liabilities Assumed 3,762,913 Net Assets Acquired ( 2,904,909 ) Goodwill 159,464,040 Total Consideration $ 156,559,131 The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Gedi Cube. None of the goodwill is expected to be deductible for income tax purposes. The fair values of the acquired tangible and intangible assets were determined using variations of the income approach. The income approach valuation methodology used for the intangible assets acquired makes use of Level 3 inputs. 22 Consolidated unaudited pro forma information: The following consolidated pro forma information assumes that the acquisition of Renovaro Cube took place on July 1, 2023 for the statement of operations for the nine month period ended March 31, 2024. These amounts have been estimated after applying the Company’s accounting policies: Schedule of consolidated proforma information Three months ended March 31, 2024 Nine months ended March 31, 2024 Revenues $ — $ — Net loss $ ( 15,842,575 ) $ ( 67,967,173 ) The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. NOTE 11 — SUBSEQUENT EVENTS On February 26, 2025, Renovaro, Inc., a Delaware corporation (“ Renovaro ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Renovaro Acquisition Sub, a Delaware corporation and wholly owned subsidiary of Renovaro (“ Merger Sub ”), and Biosymetrics, Inc., a Delaware corporation (“ Biosymetrics ”), pursuant to which Renovaro agreed to acquire Biosymetrics pursuant to the merger of Merger Sub with and into Biosymetrics, with Biosymetrics as the surviving corporation and a wholly owned subsidiary of Renovaro (the “ Transaction ”). On April 8, 2025, Renovaro consummated the Transaction and issued 15.0 million shares of Renovaro’s common stock, par value $0.0001 per share (the “ Shares ”), to the former stockholders of Biosymetrics in accordance with the terms of the Merger Agreement. The offer and sale of the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance on the exemption from registration requirements thereunder provided by Section 4(a)(2) thereof. Renovaro relied in part upon representations contained in the Merger Agreement that all those receiving Shares in connection with the Transaction are “accredited investors” as defined in Rule 501(a) under the Securities Act. 23